The Board of BioArctic AB has resolved to convene an Annual General Meeting of shareholders to be held on Thursday, 5 May 2022
More information about the contents of the proposals may be obtained from the complete notice to the Annual General Meeting below. The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar), in Svenska Dagbladet and on the company’s website within the next few days.
NOTICE OF ANNUAL GENERAL MEETING IN BIOARCTIC AB (PUBL)
The shareholders in BioArctic AB (publ), corporate identity number 556601-2679 (the “Company” or “BioArctic”) are hereby summoned to the Annual General Meeting to be held on Thursday May 5, 2022.
Due to Covid-19, the Board of Directors has decided in accordance with the Swedish Act on Temporary Exceptions to Facilitate the Execution of General Meetings in Companies and Associations (2022:121) that the general meeting shall be held without the physical presence of shareholders, proxies or any third parties, and that the shareholders’ voting rights may only be exercised in advance in the manner set out below. Information regarding the decisions made by the Annual General Meeting will be published on Thursday May 5, 2022 as soon as the results of the advanced voting is finally compiled.
In light of that the Annual General Meeting will be held without physical presence of the shareholders, BioArctic invites to a digital information meeting on April 28, 2022 at 15.00 CET. The chairman Wenche Rolfsen of the board and the CEO will participate at the information meeting and present the proposals to the Annual General Meeting and answer questions. The Company’s CEO Gunilla Osswald will also present the Company’s operations and development in 2021. Shareholders who wish to participate in the information meeting are asked to register no later than April 26 at 17.00 CET by e-mail to Else-Britt Lundgren, at the address email@example.com. A link to the information meeting and meeting instructions will thereafter be sent out via e-mail to the shareholders who have registered for the meeting. Information regarding the information meeting will also be available on the Company’s website www.bioarctic.se.
Shareholders also have the right to request information from the board of directors and the CEO prior to the Annual General Meeting, see section “Shareholder’s right to information at the Annual General Meeting” below for more information.
Notice and right to participate at the Annual General Meeting
Shareholders who wish to participate at the Annual General Meeting shall
- be recorded in the share register kept by Euroclear Sweden AB on the record date of the general meeting, i.e. Wednesday April 27, 2022; and
- register with the Company no later than Wednesday May 4, 2022 by submitting an advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than Wednesday May 4, 2024.
Shareholders whose shares are registered in the name of a nominee through a bank or other trustee must, in order to exercise the right to vote and participate in the general meeting, register their shares in their own name (so-called voting rights registration) so that the shareholder is included in the share register kept by Euroclear Sweden as per April 27, 2022. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than Friday April 29, 2022 will be considered in the preparation of the share register. This means that such shareholders must request voting rights registration with their nominees well in advance of this date.
Shareholders can only exercise their voting rights at the Annual General Meeting by voting in advance through so-called postal voting in accordance with Section 22 of the Swedish Act (2022:121) on temporary exemptions to facilitate the conduct of general meetings in companies and associations (Sw. lagen om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor). The voting form which is available on the Company’s website https://www.bioarctic.se/en/annual-general-meeting-2022-5582/ must be used. Since the general meeting is conducted without physical participation, the completed and signed voting form is valid as registration to participate in the general meeting and no separate notice or registration is required.
The advance vote will be considered and counted provided that the completed and signed voting form is received by the Company no later than Wednesday May 4, 2022. Voting forms received later will not be considered. Voting forms shall be sent electronically in accordance with the instructions on the Company’s website www.bioarctic.se.
If the shareholder is a legal entity or votes in advance by proxy, a copy of a certificate of registration or other authorization documents and, if relevant, a power of attorney, shall be submitted together with the voting form. Shareholders who wish to exercise their voting rights through a proxy, must issue a dated and signed power of attorney to the proxy. The validity of the power of attorney may not exceed a period of five years from its issuance. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent authorization documents for the legal entity shall be attached. The Company provides a form of power of attorney at request and the form is also available at the Company’s website, https://www.bioarctic.se/en/annual-general-meeting-2022-5582/
Shareholders may not include further instructions or conditions in the voting form. Voting forms including such further instructions and conditions will be deemed invalid and will not be considered. Further instructions regarding the advance voting can be found in the voting form and on the Company’s website www.bioarctic.se.
Information regarding the decisions adopted by the general meeting will be published on Thursday May 5, 2022 as soon as the results of the postal voting has been compiled.
- Opening of the Annual General Meeting and election of the chairperson of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the Annual General Meeting has been duly convened
- Election of one or two persons to approve the minutes
- Submission of the annual report and the auditor’s report, as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements
- Resolutions on:
- adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
- allocation of the Company’s result pursuant to the adopted balance sheet, and
- discharge from liability towards the Company for:
- Wenche Rolfsen, chairperson
- Ivar Verner, deputy chairperson
- Håkan Englund, board member
- Pär Gellerfors, board member
- Lars Lannfelt, board member
- Lotta Ljungqvist, board member
- Mikael Smedeby, board member
- Eugen Steiner, board member
- Gunilla Osswald, CEO
- Resolution on the number of board members and the number of auditors and deputy auditors
- Resolution on the remuneration to the board members and the auditor
- Election of board members
- Wenche Rolfsen, board member (re-election)
- Ivar Verner, board member (re-election)
- Håkan Englund, board member (re-election)
- Pär Gellerfors, board member (re-election)
- Lars Lannfelt, board member (re-election)
- Lotta Ljungqvist, board member (election)
- Mikael Smedeby, board member (re-election)
- Eugen Steiner, board member (re-election)
- Wenche Rolfsen, chairperson (re-election)
- Ivar Verner, deputy chairperson (re-election)
- Election of auditor
- Resolution regarding the establishment of a Nomination Committee and instructions to the Nomination Committee
- Submission of and resolution on approval of the Remuneration Report for the financial year 2021
- Resolution on guidelines for remuneration to senior executives
- Resolution on authorization for issues of shares, convertibles and warrants
- Resolution on adoption of new articles of association
- Closing of the Annual General Meeting
Main proposals for resolutions
Item 1 – Election of the chairperson of the meeting
The Nomination Committee proposes that attorney-at-law Gunnar Mattsson, or the person appointed by the board of directors if Gunnar Mattsson is prevented from acting as chairperson, to be elected chairperson of the meeting.
Item 2 – Preparation and approval of the voting list
Since shareholders will exercise their right to vote through advance voting, it will not be possible to obtain the general meeting’s approval of the voting list. Therefore, the board of directors proposes that the voting list is prepared and approved by the chairperson of the general meeting.
Item 5 – Election of one or two persons to verify the minutes
The board of directors proposes that Öystein Engebretsen, or the person appointed by the board of directors in the event Öystein Engebretsen is prevented from verifying the minutes, be appointed to verify the minutes. The person verifying the minutes shall, in addition to approving the minutes, verify that the voting list and that the results of the advance voting is correctly reflected in the minutes.
Item 7b) – Allocation of the Company’s result pursuant to the adopted balance sheet
The board proposes that the profits at the general meeting’s disposal in the amount of SEK 786,806,766 be carried forward in its entirety. The board’s proposal entails that no dividend is paid for the financial year 2021.
Item 8 – Resolution on the number of board members and the number of auditors and deputy auditors
The Nomination Committee proposes that the board shall consist of eight (8) members without deputies.
The Nomination Committee proposes that a registered public accounting firm be elected as the Company’s auditor and that no deputy auditor be appointed.
Item 9 – Resolution on the fees to the board members and the auditor
The Nomination Committee proposes that the board’s remuneration for the time until the next Annual General Meeting shall amount to SEK 750,000 to the chairperson, SEK 300,000 to the deputy chairperson and SEK 250,000 to each of the other board members not employed by the Company.
An additional remuneration shall be payable for work in the audit committee, where SEK 100,000 shall be payable to the chairperson of the audit committee and SEK 60,000 to each other member of the audit committee who is not employed by the Company. An additional remuneration shall be payable for work in the remuneration committee, where SEK 60,000 shall be payable to the chairperson of the remuneration committee and SEK 40,000 to each other member of the remuneration committee who is not employed by the Company.
The proposal entails that the remuneration to the chairman of the board will be increased from SEK 500,000 to SEK 750,000. The remuneration to the board is otherwise unchanged compared to the preceding term of office.
The Nomination Committee further proposes that the remuneration to the auditor shall be paid against approved invoice.
Item 10 – Election of board members
The Nomination Committee proposes re-election of the board members Wenche Rolfsen, Ivar Verner, Håkan Englund, Pär Gellerfors, Lars Lannfelt, Lotta Ljungqvist, Mikael Smedeby and Eugen Steiner for a term of office extending until the end of the next Annual General Meeting. Further, the Nomination Committee proposes that Wenche Rolfsen be re-elected as chairperson of the board and that Ivar Verner be re-elected as deputy chairperson of the board.
Information about all members proposed to BioArctic’s board of directors and the Nomination Committee’s reasoned statement regarding the proposal for the board of directors will be published at the Company’s website, www.bioarctic.se.
Item 11 – Election of auditor
The Nomination Committee proposes, in accordance with the Audit Committee’s proposal, re-election of the registered auditing firm Grant Thornton Sweden AB to be the Company’s auditor for a term of office extending until the end of the next Annual General Meeting. Grant Thornton Sweden AB intends to appoint the authorized public accountant Mia Rutenius as the auditor in charge.
Item 12 – Resolution regarding the establishment of a Nomination Committee and guidelines for the work of the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting resolves to establish a Nomination Committee for the Annual General Meeting 2023, which is to be appointed according to the following principles, and that the Annual General Meeting resolves to adopt the instructions for the work of the Nomination Committee set out below.
Principles for appointing the members of the Nomination Committee
The general meeting authorizes the chairperson of the board to contact the three largest shareholders in terms of voting power according to Euroclear Sweden AB’s transcription of the share register as of September 30, 2021, each of them appointing a member of the Nomination Committee. In the event that any of the three largest shareholders does not wish to appoint a member of the Nomination Committee the fourth largest shareholders should be asked and so forth, until the Nomination Committee consists of three members. The composition of the Nomination Committee shall be announced on the Company’s website no later than six months prior to the next Annual General Meeting.
The term of office of the appointed Nomination Committee shall run until a new Nomination Committee has been appointed under a mandate from the next Annual General Meeting. If a member leaves the Nomination Committee before its work is completed and the Nomination Committee finds that there is a need for replacing this member, the Nomination Committee shall appoint a new member in accordance with the principles described above, but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the member left the Nomination Committee. Any change in the composition of the Nomination Committee shall be announced immediately.
The assignment of the Nomination Committee
The Nomination Committee shall prepare and present proposals regarding the following items for the Annual General Meeting 2023:
- Election of chairman of the meeting,
- Resolution on the number of board members and auditors,
- Resolution on the fees and other remuneration to the Board of Directors and its committees, divided between the chairperson, the deputy chairperson and other members,
- Resolution on the fees to the auditors,
- Election of board members and chairperson of the board and deputy chairperson of the board,
- Election of auditors, and
- Proposal for principles for the composition and instructions regarding work of the Nomination Committee in preparation for the Annual General Meeting 2024.
The Nomination Committee shall perform the tasks assigned to the Nomination Committee in accordance with the Swedish Corporate Governance Code (the “Code”) and duly consider the Code while performing its assignment.
The work of the Nomination Committee
The Nomination Committee appoints the chairperson of the committee. The chairperson of the board or another board member shall not be the chairperson of the Nomination Committee.
The Nomination Committee shall meet as often as is necessary for the Nomination Committee to fulfil its duties, but at least once per year. Notices convening meetings are issued by the chairperson of the Nomination Committee. If a member requests that the Nomination Committee be convened, the request shall be complied with. The chairperson of the board may participate at the Nomination Committee’s meetings.
The Nomination Committee is quorate if at least two members are present. Resolutions of the Nomination Committee shall be adopted by a simple majority of the members present or, in the event of a tied vote, the chairperson shall have the casting vote.
Minutes shall be kept at the Nomination Committee’s meetings.
No remuneration shall be paid to the members of the Nomination Committee. However, any necessary and reasonable expenses incurred in connection with the Nomination Committee’s work shall be borne by the Company.
Item 15 – Resolution on guidelines for remuneration to senior executives
The board of directors proposes that the general meeting resolves to adopt updated guidelines for remuneration to senior executives with the following main contents. The reason for the update is to adapt the guidelines to the Company’s existing and future milestone-based reward programs. The complete version of the board’s proposed guidelines for remuneration to senior executives will be available on the Company’s website.
The scope and applicability of the guidelines
These guidelines apply to remuneration payable to the CEO, deputy CEO (if applicable) and other members of the Company’s senior management from time to time. The guidelines also apply to the members of the board, to the extent that they work for or provide services to the Company outside the scope of their board assignment.
The guidelines apply to remuneration that is agreed, and to amendments that are made to agreed remuneration, after the guidelines have been adopted by the Annual General Meeting 2022. For clarity, these guidelines shall also apply to remuneration paid in accordance with the Company’s existing milestone-based reward programs after the guidelines have been adopted by the Annual General Meeting 2022. Transfers of securities and the right to acquire securities from the Company in the future is considered to be remuneration.
The guidelines do not apply to remuneration which is decided or approved by the Annual General Meeting, such as share-related incentive programs. At the Annual General Meeting 2019, it was decided to introduce an employee stock option program for the company’s management, researchers and other employees. The employee stock option program is described in more detail in the annual report.
Senior executives that are board members or deputy board members in other group companies shall not be entitled to additional compensation for such assignments.
How the guidelines contribute to the Company’s business strategy, long-term interests and sustainability
BioArctic is a Swedish research-based biopharmaceutical company focused on disease-modifying treatments for neurodegenerative diseases, such as Alzheimer’s disease, Parkinson’s disease and ALS. BioArctic focuses on innovative treatments in areas where there is a great medical need. BioArctic has a balanced and competitive portfolio consisting of unique product candidates as well as advanced technology to facilitate the passage of pharmaceuticals across the blood-brain barrier. The project portfolio is a combination of fully funded projects which are carried out in partnership with global pharmaceutical companies as well as own innovative projects with large market and out-licensing potential.
BioArctic’s vision is to create world-leading pharmaceutical products that improve the lives of patients with diseases affecting the central nervous system. The Company’s work is based on scientific discoveries and BioArctic’s researchers collaborate with strategic partners such as research groups at universities and large pharmaceutical companies. Within BioArctic there is leading scientific expertise and a long-standing experience of developing pharmaceutical products from idea to market. BioArctic’s business model is to initially carry out early research and development projects in-house and subsequently to enter into research collaboration agreements or to license certain commercial rights to global pharmaceutical companies once the projects have reached a development phase that requires more resources or expertise.
The successful implementation of the Company’s strategy and the safeguarding of the Company’s long-term interests is depending on that the Company can recruit and retain a management with high qualifications and the capacity to achieve set goals. These guidelines contribute to the Company’s business strategy, long-term interests and sustainability by giving the Company the opportunity to offer senior executives a competitive remuneration.
Types of remuneration
The Company’s remuneration system shall be competitive and in accordance with market practice. The remuneration may consist of fixed salary, variable cash remuneration, pension benefits and other benefits.
Fixed salary shall be determined individually for each senior executive and be based on the executive’s position, responsibility, skills, experience and performance.
Variable remuneration shall be linked to the outcome of the Company’s goals and strategies and shall be based on predetermined and measurable criteria designed to promote long-term value creation. The share of the variable compensation in relation to the total compensation may vary depending on the executive’s position. However, variable remuneration should, with the exception of compensation under the Company’s milestone-based reward program, not exceed an amount corresponding to 50 percent of the executive’s annual fixed salary. The variable remuneration shall not qualify for pension benefits, unless otherwise required pursuant to mandatory collective bargaining agreements. The board shall have the possibility to request, in accordance with law or agreement, that variable remuneration that has been paid on incorrect grounds be repaid to the Company.
BioArctic has milestone-based reward programs that are linked to the Company’s clinical research studies, to regulatory milestones and to milestones based on future potential sales. Payment of a pre-determined amount will be made if and when the Company achieves certain predetermined goals (milestones) within the framework of the clinical research studies as well as certain predefined regulatory milestones and milestones based on future potential sales. The achievement of such milestones is typically associated with significant uncertainties. Variable remuneration according to the milestone-based reward programs is payable, if at all payable, irregularly as milestones are reached. Such compensation can also be expected to show significant variations from one year to another. The design of and uncertainty surrounding the milestone-based reward programs justifies that existing programs and future programs with a similar design are not covered by the guidelines on the share of variable remuneration in relation to fixed salary.
Pension benefits shall be paid to a defined contribution scheme (premium based), unless the executive is covered by a defined benefit scheme in accordance with mandatory collective bargaining agreements. Pension benefits shall not exceed 40 percent of the executive’s annual fixed salary.
Other benefits may consist of car benefits, corporate health benefits, life and health insurance and other similar benefits. These benefits shall be of limited value in relation to the total remuneration and may correspond to a maximum of 10 percent of the executive’s annual fixed salary.
Consultancy fees shall be payable on market terms.
In addition to and regardless of these guidelines, the Annual General Meeting may decide on share-based incentive schemes and similar remunerations.
Criteria for payment of variable remuneration
With the exception of the milestone-based reward programs, the criteria for variable remuneration shall be determined annually by the board in order to ensure that the criteria are in line with BioArctic’s current business strategy and financial targets. The criteria can be individual or collective, financial or non-financial and shall be designed in such a way that they promote the Company’s business strategy, sustainability strategy and long-term interests. For example, the criteria may be linked to the Company achieving certain goals within the framework of its clinical studies, the Company initiating or completing a certain step or achieving a certain research result within its development projects, the Company initiating a research collaboration with a particular partner or the Company entering into a certain agreement. The criteria may also be linked to the employee, for example a requirement that the employee has been employed by the Company for a certain minimum period of time. Variable compensation pursuant to the milestone-based reward programs shall be linked to the fulfilment of pre-defined milestones within the Company’s development projects or the commercialization of the Company’s drug candidates.
The fulfillment of the criteria shall be assessed based on a measurement period which is at least one year, with the exception of the milestone-based reward programs where payments are made based on achieved predefined milestones. The assessment of the extent to which the criteria have been met shall be made at the end of the measurement period. The assessment of whether financial criteria have been met shall be based on the latest financial information published by the Company. The board decides on the payment of any variable remuneration, after preparation in the remuneration committee.
Termination and severance pay
The notice period for the CEO shall not exceed twelve months, if the employment is terminated by the Company, and shall not exceed six months, if the employment is terminated by the CEO.
For senior executives other than the CEO, the notice period shall be at least three months and a maximum of twelve months, if the employment is terminated by the Company, and be at least three months and a maximum of six months, if the employment is terminated by the employee, unless otherwise applies in accordance with applicable law.
Severance pay may be paid to senior executives if the employment is terminated by the Company. Fixed salary during the notice period and severance pay shall, in total, not exceed an amount corresponding to the fixed salary during a two-year period.
Deviations from the guidelines
The board may decide to temporarily deviate from the guidelines if there are special and considerable reasons for doing so and the deviation is necessary to meet BioArctic’s long-term interests and sustainability or to ensure the Company’s financial viability.
Considerable reasons may, for example, be that a deviation is deemed necessary to recruit or retain key personnel or in exceptional circumstances such as the Company achieving a certain desired result in a shorter time than planned, that the Company succeeds in concluding a certain agreement in a shorter time and better conditions than expected or that the Company increases in value or increases its turnover or profits to a greater extent than projected.
Item 15 – Resolution on authorization for issues of shares, convertibles or warrants
The board of directors proposes that the general meeting authorizes the board of directors to, on one or several occasions during the period up to the next annual general meeting, increase the Company’s share capital through issues of new shares, convertible instruments and/or warrants, with or without deviating from the shareholder’s preferential rights, and with or without provisions on payment by non-cash consideration and/or by way of set-off or other provisions. However, the board shall not be authorized to resolve on issues which increases the share capital by more than ten (10) per cent in relation to the existing share capital when the authorization was first used.
The purpose of the authorization and the reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights is to give the board of directors flexibility in the work of ensuring that the Company shall be able to raise capital to finance the operations and to enable continued expansion both organically and through acquisitions of companies and businesses, alternatively to enable a broadening of the ownership of the Company with one or several owners of strategic importance to the Company.
An issue in accordance with this authorization shall be on market conditions. The board of directors shall be entitled to decide on additional terms and conditions for issues under this authorization and who shall be entitled to subscribe for the shares, warrants and/or convertible instruments. If the board of directors deems it appropriate to facilitate the delivery of shares in connection with an issue in accordance with this authorization, the issue may also take place at a subscription price which correspond to the quotient value of the shares (provided that the Company ensures through relevant agreements that market compensation is received for the issued shares).
Item 16 – Resolution on adoption of new articles of association
The board of directors proposes that the general meeting resolves to adopt new articles of association with the meaning that a new section is introduced in the articles of association as follows:
§11 Collection of proxies and postal voting
The board of directors may collect proxies in accordance with the procedure specified in Chapter 7. Section 4, second paragraph, of the Swedish Companies Act (2005:551). The board of directors may before a general meeting resolve that the shareholders shall be entitled to exercise their voting rights by post before the general meeting.
As a consequence, it is proposed to renumber existing provisions in the articles of association, whereby the current §11 becomes §12.
Furthermore, an adjustment of §1 in the Articles of Association is proposed as follows:
|Current wording||Proposed wording|
|§ 1 Company name [sw. Firma]The company name [sw. Firma] is BioArctic AB. The company is public (publ).||§ 1 company name [sw. Företagsnamn]The company name [sw. företagsnamn] is BioArctic AB. The company is public (publ).|
A resolution in accordance with the proposal in item 15 and 16 above requires that it is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes
At the time of issuing this notice the total number of shares in the Company amounts to 88,059,985, of which 14,399,996 are A-shares (10 votes each) and 73,659,989 are B-shares (one vote each). The total number of votes are 217,659,949.
The shareholders’ right to information
The board of directors and the CEO shall, upon request by any shareholder, and where the board of directors deems that the information can be provided without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s and the Group’s financial position as well as the Company’s relationship to other group companies.
A shareholder who wishes to exercise the right to request such information shall make a written request to the Company no later than ten days before the general meeting, i.e. no later than Monday April 25, 2022. Requests for such information shall be made in writing to the address BioArctic AB (publ), Att: Else-Britt Lundgren, Warfvinges väg 35, 112 51 Stockholm or via e-mail to firstname.lastname@example.org. The information is provided by the Company by making it available at the Company’s office and on the Company’s website www.bioarctic.se no later than five days before the general meeting, i.e. no later than Saturday April 30, 2022. The information will also be sent to shareholders who have requested it and stated their address or e-mail address.
Provision of documents
The annual report and the auditor’s report, complete proposals for resolutions, remuneration report in accordance with Chapter 8 Section 53 of the Swedish Companies Act, the auditor’s opinion in accordance with Chapter 8 Section 54 of the Swedish Companies Act and all other documents pursuant to the Swedish Companies Act will be available at the Company’s website www.bioarctic.se and the Company’s office at Warfvinges väg 35, Stockholm no later than three weeks before the meeting, i.e. no later than April 14, 2022. The documents will be sent free of charge to the shareholders who request this and state their address.
The Nomination Committee’s complete proposal (including the Nomination Committee´s reasoned statement) will be made available on the Company’s website www.bioarctic.se when the notice to the general meeting has been published.
Processing of personal data
Stockholm in April 2022
BioArctic AB (publ)
The Board of Directors
Please note that the English version of this document is a translation which has been made for convenience purposes only. In case of inconsistencies between the translated English version and the official Swedish version, the Swedish version will prevail.